1.1 In this Agreement the following definitions apply unless the context requires otherwise:
“Application” means the application form completed by organisations applying for Membership of IE.
“Agreement” means this agreement between IEL and the Member as amended from time to time in accordance with clause 2.4.
“Inclusive Employers" or "IE” means the association of organisations who have subscribed to the initiative promoted by IEL to help employers uphold the principles of inclusion in the workplace.
"IEL" means Inclusive Employers Limited, a company incorporated in England and Wales under company number 07337659 whose registered office is at 19 Short Street, Waterloo, London, England SE1 8LJ.
"IE Website" means the website with the URL of www.inclusiveemployers.co.uk.
“Member” means an organisation whose application for Membership of IE has been accepted by IEL.
“Membership” means the rights and obligations of a Member arising out of this Agreement.
“Membership Benefits” means the benefits accorded to a Member in relation to its Membership at the relevant Membership Level.
“Membership Fee” means the fees due from a Member to IEL for a Membership Period at a Membership Level.
"Membership Level" means the level of Membership of a Member and relates to the level of service provided by IEL to the Member and the Membership Fees payable to IEL.
"Membership Period" shall have the meaning given to it in clause 3.1.
"Party” means each of IEL and the Member and “Parties” shall be construed accordingly.
2.1 This document comprises the terms and conditions upon which IEL will make the Membership Benefits available to Members. Members warrant that they are authorised to agree to the obligations set out in this Agreement, in particular the obligation to pay the Membership Fee.
2.2 By submitting the Application, the Member agrees to abide by the terms and conditions of this Agreement. By accepting the Application IEL agrees to provide the Membership Benefits in accordance with the terms of this Agreement. The Membership Benefits will become available to the Member on payment of the Membership Fee to IEL until the end of the Membership Period.
2.3 The Member hereby agrees to accept these conditions for the entire Membership Period. Subject to the Agreement being terminated in accordance with clause 6, at the end of each Membership Period, the Member further agrees that this Agreement (including any such amendments thereto as detailed in clause 2.4) shall continue for a further Membership Period in accordance with clause 3.7and the Member further agrees to pay the Membership Fee for each such additional Membership Period.
2.4 IEL may refuse to accept an Application at its complete discretion. IEL is under no obligation to give any reason for the refusal (or any refusal to renew Membership).
Where the Member: (a) is a natural person who, when applying for Membership, is acting is acting for purposes which are outside his or her trade, business or profession; and (b) has entered into the Agreement with IEL via the internet, over the phone or using some other form of distance communication, then in accordance with The Consumer Protection (Distance Selling) Regulations 2000, such Member shall be entitled to cancel a new Membership at any time prior to the expiry of the 7 working day period commencing on the day following the day IEL accepts the Member's Application (the "Cancellation Period"). The Member shall be entitled to a full refund of any Membership Fee already paid for the initial Membership Period where it cancels its Membership during the Cancellation Period. Subsequent Membership Periods may only be cancelled in accordance with clause 3.7.
2.5 These terms and conditions may be amended by IEL during the Membership Period with the amendments taking effect at the end of the current Membership Period. The placement of an amended Agreement on the IE Website from time to time will be deemed full and sufficient notice for any such amendments to be agreed between the Parties for the new Membership Period. Members should check this page from time to time (and, in particular, prior to the end of each Membership Period) to ensure that they are happy with any changes.
2.6 This Agreement shall form the entire agreement between the Parties. No amendment to this Agreement shall be agreed other than in writing between the parties or as detailed in clause 2.4 of this Agreement.
3.1 The first membership period is a period of 12 months from the date of acceptance of the Application by IEL and, in the case of each subsequent membership period, a period of 12 months from the date of renewal of the Membership (being the anniversary of the acceptance of the Application by IEL) (each a “Membership Period”).
3.2 The Membership Benefits will be made available by IEL to the Member in accordance with its Membership Level for the Membership Period provided the Agreement is not terminated for convenience or for any other reason.
3.3 The Membership Levels are defined on the IE Website.
3.4 The Membership Benefits are defined on the IE Website.
3.5 The Membership Levels and the associated Membership Benefits may be amended, varied or withdrawn by IEL from time to time at its complete discretion. IEL shall always try to publish any changes to or withdrawals of the Membership Levels and the associated Membership Benefits on the IE Website (or otherwise notify the Member of such changes) at least 30 days before it implements such variations.
3.6 The Membership Fee becomes payable by the Member for the first Membership Period once the Application has been accepted by IEL and for each subsequent Membership Period on the anniversary of such date.
3.7 The Member hereby agrees that its Membership will be renewed for a further Membership Period at the Member’s Membership Level at the end of the current Membership Period automatically, unless the Membership is terminated in accordance with clause 6 below.
3.8 All fees and payments to IEL by Members will be made within four weeks of receipt of invoice from IEL.
3.9 IEL shall provide the Membership Benefits using reasonable care and skill.
4.1 Acceptance of the Application for Membership and confirmation of the Membership Benefits to be provided at the relevant Membership Level will be electronic to the email address(es) of the Member supplied to IEL. The number of valid email addresses is dependent on the Membership Level and is detailed on the IE Website.
4.2 IEL aims to provide such confirmation within 10 days of receipt of the Member's Application but shall, in any event, provide such confirmation as soon as reasonably practicable following IEL's acceptance of an Application.
5.1 The Member shall not at any time disclose to any third party any information that it has received from IEL that is of a confidential nature (including without limitation trade secrets and information of commercial value), unless such information is public knowledge or already known to the Member at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of the Member from a third party.
5.2 Subject to clause 5.3, IEL shall not at any time disclose to any third party any information that it has received from Members that is of a confidential nature, unless it is required to do so by law or such information is public knowledge or already known to IEL at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of IEL from a third party.
5.3 IEL will be able to refer to the fact of a Member’s Membership (and the Membership Level) and such information shall not be deemed to be confidential unless notified to IEL in writing by the Member.
6.1 Members may terminate this Agreement with four weeks’ notice at any time for convenience by writing to IEL address given at the IE Website. No refund of Membership Fees will be made in these circumstances.
6.2 IEL may terminate this Agreement at any time with four weeks’ notice for convenience by writing to the address given on the Application in which case IEL shall make refund the Membership Fee for the remaining Membership Period to the Member on a pro-rated basis (calculated by dividing the number of whole calendar months’ unexpired membership divided by the current Membership Period). Refund of the Membership Fee in accordance with this clause 6.2shall be the Member’s only remedy for loss of the Membership Benefits for the remainder of the terminated Membership Period.
6.3 IEL may terminate this Agreement with immediate effect and without liability if:
6.3.1 the Member commits a material breach of this Agreement and fails to remedy that breach within four weeks of receiving notice from IEL notifying it of the breach and requiring remedy; or
6.3.2 the Member fails to pay the Membership Fee within four weeks from receipt of invoice from IEL.
6.4 If IEL exercises its right to terminate the Agreement pursuant to clause 6.3, it shall provide notice to the Member stating the reasons for termination and the effective date of termination.
6.5 Termination of the Agreement for any reason shall automatically terminate the Member’s Membership Benefits.
6.6 Promptly and in any event within four weeks of termination of Membership for any reason, the Member must remove all references to IEL from its public materials (including, but not limited to, publicity, promotional matter, recruitment materials and website).
6.7 Upon termination of Membership, details of the Membership will be retained by IEL allowing for a Member to easily resume their Membership.
7.1 From time to time IEL may authorise a Member to use certain of its trade marks (registered or otherwise). The Member shall comply with the "Terms of Licence to use Intellectual Property of Inclusive Employers Limited" as set out on the IE Website from time to time in respect of the use of such trade marks and other intellectual property of IEL. Compliance by the Member with the terms and conditions of any such licence agreement shall be deemed to be a material condition of this Agreement.
7.2 The expiry or termination of this Agreement shall automatically revoke and terminate any licence granted to a Member in accordance with clause 7.1.
7.3 Subject to clause 7.1, and as detailed for the relevant Membership Level on the IE Website, neither this Agreement nor Membership authorises a Member to use any of IEL’s trade marks or intellectual property.
8.1 IEL shall have no liability to the Member howsoever arising (whether in contract, tort (including, but not limited to, negligence) or otherwise) under or in connection with this Agreement for any:
8.1.1 loss of revenue;
8.1.2 loss of opportunity;
8.1.3 loss of profits;
8.1.4 loss of anticipated savings;
8.1.5 loss of or damage to reputation or goodwill;
8.1.6 loss of data;
8.1.7 loss of contract;
8.1.8 losses or liabilities under or in relation to any other contract;
8.1.9 in each case, whether direct, indirect, special and/or consequential loss or damage; or
8.1.10 for any other indirect, special and/or consequential loss or damage.
8.2 The aggregate liability of IEL for all claims, continuing claims or liability for any breach of contract (including a deliberate and/or repudiatory breach of contract), tort (including, but not limited to, negligence and/or breach of statutory duty), misrepresentation, howsoever arising under or in connection with this Agreement during each Membership Period shall not exceed the amount of the Membership Fee paid to IEL during that Membership Period.
8.3 Nothing in this Agreement shall limit IEL’s liability to the Member for:
8.3.1 death or personal injury caused by the negligence of IEL, its employees, agents or subcontractors; or
8.3.2 fraud or fraudulent misrepresentation; or
8.3.3 any other liability the exclusion or limitation of which is not permitted by English law.
8.4 Except as set out in this Agreement, all warranties, conditions, guarantees, representations and other terms which might otherwise be implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
8.5 This clause 8 shall survive termination of the Agreement.
9.1 A Member shall not assign, transfer or otherwise deal in its Membership and/or any rights and obligations otherwise granted under this Agreement.
9.2 Any notice or other communication required to be given to a Party under or in connection with this Agreement shall be in writing and shall be delivered to the other Party personally or sent by pre-paid first-class post, recorded delivery or by commercial courier to, in the case of IEL, the address given on the IE Website and, in the case of a Member, to the address given on the Application.
9.3 Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, nor establish any form of agency between the Parties No Party shall have authority to act as agent for, or to bind, the other Party in any way.
9.4 A person who is to a Party to this Agreement shall not have any rights under or in connection with it.
9.5 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual claims and disputes), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.